Material Event (Form 8-K)

Item 8.01 Other Events.

On November 28, 2025, Algorhythm Holdings, Inc. (the "Company") received notification from the Nasdaq Stock Market, LLC (the "Nasdaq") that the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) (the "Rule"), which provides that the Company must maintain stockholders' equity of at least $2,500,000. On January 12, 2026, the Company provided the Nasdaq with a detailed plan to regain compliance with the Rule. On January 28, 2026, the Nasdaq notified the Company that it had granted the Company an extension of time to regain compliance with the Rule.

On May 14, 2025, the Company filed its quarterly report on Form 10-Q for the period ended March 31, 2026 wherein the Company reported stockholders' equity of $3,168,000. As a result, the Company believes that it has regained compliance with the Rule for continued listing on the Nasdaq Stock Market, LLC.

The Company increased its stockholders' equity during the quarter ended March 31, 2026 by: (i) reducing various expenses associated with the operation of the Company's business and generating an increased amount of net sales through its SemiCab business, and (ii) selling shares of its common stock to Streeterville Capital, LLC ("Streeterville") under that certain securities purchase agreement, dated August 21, 2025, between the Company and Streeterville, which repaid various pre-paid purchases that the Company had completed with Streeterville under that agreement.

The Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting.